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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 24, 1997
REGISTRATION NOS. 333-31827 AND 333-31827-01
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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NATIONAL CITY CORPORATION NATIONAL CITY CAPITAL TRUST I
(Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter)
DELAWARE DELAWARE
(State or other jurisdiction of incorporation or organization) (State or other jurisdiction of incorporation or organization)
6712 6719
(Primary Standard Industrial Classification Code Number) (Primary Standard Industrial Classification Code Number)
34-1111088 31-1547502
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
1900 E. Ninth Street 1900 E. Ninth Street
Cleveland, Ohio 44114-3484 Cleveland, Ohio 44114-3484
(216) 575-2000 (216) 575-2000
(Address, including zip code, and (Address, including zip code, and
telephone number, including area code, of telephone number, including area code, of
Registrant's principal executive offices) Registrant's principal executive offices)
</TABLE>
DAVID L. ZOELLER, ESQ.
National City Corporation
1900 E. Ninth Street
Cleveland, Ohio 44114-3484
(216) 575-2000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies To:
DENNIS W. LABARRE, ESQ.
CHRISTOPHER M. KELLY, ESQ.
Jones, Day, Reavis & Pogue
901 Lakeside Avenue
Cleveland, Ohio 44114
(216) 586-3939
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") empowers a Delaware corporation to indemnify any person who was or is,
or is threatened to be made, a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation, by
reason of the fact that such person is or was a director, officer, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise). The indemnity may
include expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided that such person acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, such person had no reasonable cause to believe his conduct was
unlawful. A Delaware corporation may indemnify such persons in actions brought
by or in the right of the corporation to procure a judgment in its favor under
the same conditions, except that no indemnification is permitted in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation unless and to the extent the Court of Chancery of
the State of Delaware or the court in which such action or suit was brought
shall determine upon application that, in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses as the Court of Chancery or other such court shall deem proper. To the
extent such person has been successful on the merits or otherwise in defense of
any action referred to above, or in defense of any claim, issue or matter
therein, the corporation must indemnify him against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith. The indemnification and advancement of expenses provided for, or
granted pursuant to, Section 145 are not exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under
any by-law, agreement, vote of stockholders or disinterested directors or
otherwise. Section 145 also provides that a corporation may maintain insurance
against liabilities for which indemnification is not expressly provided by the
statute.
Article VI of National City's First Restatement of By-Laws provides for the
mandatory indemnification of directors, officers or employees of National City
or any of its subsidiaries and of those persons serving at the request of
National City as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise in accordance with and to
the full extent permitted by the DGCL. National City has purchased liability
insurance covering certain liabilities which may be incurred by the directors,
officers, employees and agents of National City and its subsidiaries in
connection with the performance of their duties.
In addition, National City's Restated Certificate of Incorporation (the
"Certificate"), as permitted by Section 102(d) of the DGCL, limits directors'
liability to National City and its stockholders by eliminating liability in
damages for breach of fiduciary duty of care. Article Seventh of the Certificate
provides that neither National City nor its stockholders may recover damages
from National City's directors or former directors for breach of their duty of
care in the performance of their duties as directors of National City. As
limited by Section 102(b) of the DGCL, this provision cannot, however, have the
effect of indemnifying any director or former director of National City in the
case of liability (a) for a breach of the director's duty of loyalty, (b) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) for unlawful payments of dividends or unlawful
stock repurchases or redemptions as provided in Section 174 of the DGCL or (d)
for any transactions for which the director derived an improper personal
benefit.
Under the Amended and Restated Declaration of Trust, National City, as
depositor of the Trust, has agreed (i) to indemnify and hold harmless each
Issuer Trustee and any employee or agent of the Trust or its Affiliates from and
against any loss, damage, liability, tax, penalty, expense or claim of any kind
or nature
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whatsoever incurred by such person by reason of the creation, operation or
termination of the Trust or any act or omission performed or omitted by such
person in good faith on behalf of the Trust and in a manner such person
reasonably believes to be within the scope of authority conferred on such person
by the Declaration, except that no person shall be entitled to be indemnified in
respect of any loss, damage or claim incurred by such person by reason of
negligence or willful misconduct with respect to such acts or omissions, and
(ii) to advance expenses (including legal fees) incurred by such person in
defending any claim, demand, action, suit or proceeding, from time to time,
prior to the final disposition of such claim, demand, action, suit or
proceeding.
ITEM 21. EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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*4.1 Junior Subordinated Debt Securities Indenture, dated as of June 6, 1997, between
National City Corporation and The Bank of New York, as Debenture Trustee
*4.2 Certificate of Trust, dated May 29, 1997, of National City Capital Trust I
*4.3 Trust Agreement, dated May 29, 1997, of National City Capital Trust I
*4.4 Amended and Restated Declaration of Trust, dated as of June 6, 1997, of National
City Capital Trust I
*4.5 Auction Agency Agreement, dated as of June 6, 1997, between National City
Corporation and The Bank at New York
*4.6 Remarketing Agreement, dated as of June 6, 1997, between National City Corporation
and UBS Securities LLC
*4.7 Form of Capital Security Certificate for National City Capital Trust I (included in
Exhibit 4.4)
*4.8 Form of Exchange Guarantee Agreement for the benefit of the holders of the Trust
Securities
*4.9 Form of Junior Subordinated Debt Security (included in Exhibit 4.1)
*4.10 Registration Agreement, dated as of June 6, 1997, among National City Corporation,
National City Capital Trust I and UBS Securities LLC
5.1 Opinion of Jones, Day, Reavis & Pogue as to validity of the Exchange Junior
Subordinated Debt Securities and the Exchange Guarantee to be issued by National
City Corporation
*5.2 Opinion of Potter Anderson & Corroon, special Delaware counsel, as to validity of
the Exchange Capital Securities to be issued by National City Capital Trust I
*8 Opinion of Cravath, Swaine & Moore as to certain federal income tax matters
*12 Statement re: Computation of Consolidated Ratio of Earnings to Fixed Charges
*23.1 Consent of Ernst & Young LLP
*23.2 Consent of Coopers & Lybrand LLP
23.3 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1)
*23.4 Consent of Potter Anderson & Corroon (included in Exhibit 5.2)
*23.5 Consent of Cravath, Swaine & Moore (included in Exhibit 8)
*24 Powers of Attorney
*25.1 Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under
the Junior Subordinated Debt Securities Indenture
*25.2 Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under
the Amended and Restated Declaration of Trust
*25.3 Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under
the Exchange Guarantee Agreement
*99.1 Form of Letter of Transmittal
*99.2 Form of Notice of Guaranteed Delivery
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* Previously filed.
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ITEM 22. UNDERTAKINGS
Each of the undersigned Registrants hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of a
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) which is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of a Registrant
pursuant to the foregoing provisions, or otherwise, each of the Registrants has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by a Registrant of expenses incurred or paid
by a director, officer or controlling person of a Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, such
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
Each of the undersigned Registrants hereby undertakes to respond to
requests for information that is incorporated by reference into the Prospectus
pursuant to Item 4, 10(b), 11 or 13 of this form, within one Business Day of
receipt of such request, and to send the incorporated documents by first class
mail or other equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the Registration Statement
through the date of responding to the request.
Each of the undersigned Registrants hereby undertakes to supply by means of
a post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
NATIONAL CITY CORPORATION HAS DULY CAUSED THIS AMENDMENT NO. 1 TO THE
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF CLEVELAND, OHIO ON JULY 23, 1997.
NATIONAL CITY CORPORATION
By: /s/ DAVID L. ZOELLER
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David L. Zoeller
Senior Vice President,
General Counsel and Secretary
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED.
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SIGNATURE TITLE DATE
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/s/ DAVID A. DABERKO Chairman of the Board July 23, 1997
- ---------------------------------------- and Chief Executive
DAVID A. DABERKO Officer
/s/ ROBERT G. SIEFERS Executive Vice President, July 23, 1997
- ---------------------------------------- Chief Financial Officer
ROBERT G. SIEFERS (Principal Financial
Officer)
/s/ THOMAS A. RICHLOVSKY Senior Vice President and July 23, 1997
- ---------------------------------------- Treasurer
THOMAS A. RICHLOVSKY (Principal Accounting
Officer)
- ---------------------------------------- Director
SANDRA H. AUSTIN
* Director July 23, 1997
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CHARLES H. BOWMAN
Director
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EDWARD B. BRANDON
* Director July 23, 1997
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JOHN G. BREEN
Director
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JAMES S. BROADHURST
* Director July 23, 1997
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DUANE E. COLLINS
* Director July 23, 1997
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DAVID A. DABERKO
* Director July 23, 1997
- ----------------------------------------
DANIEL E. EVANS
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SIGNATURE TITLE DATE
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* Director July 23, 1997
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OTTO N. FRENZEL III
Director
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BERNADINE P. HEALY, M.D.
Director
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JOSEPH H. LEMIEUX
* Director July 23, 1997
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W. BRUCE LUNSFORD
Director
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A. STEVEN MILES
* Director July 23, 1997
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ROBERT A. PAUL
* Director July 23, 1997
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WILLIAM R. ROBERTSON
Director
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WILLIAM F. ROEMER
Director
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MICHAEL A. SCHULER
* Director July 23, 1997
- ----------------------------------------
STEPHEN A. STITLE
Director
- ----------------------------------------
MORRY WEISS
</TABLE>
* David L. Zoeller, by signing his name hereto, signs this document on behalf of
each of the persons indicated by an asterisk above pursuant to powers of
attorney duly executed by such persons and filed herewith with the Securities
and Exchange Commission.
July 23, 1997 By: /s/ DAVID L. ZOELLER
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David L. Zoeller, Attorney-in-fact
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PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
NATIONAL CITY CAPITAL TRUST I, HAS DULY CAUSED THIS AMENDMENT NO. 1 TO THE
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF CLEVELAND, OHIO ON JULY 23, 1997.
National City Capital Trust I
By: /s/ DAVID J. LUCIDO
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David J. Lucido
Administrative Trustee
By: /s/ NIKOLITSA HARTOFILLIS
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Nikolitsa Hartofillis
Administrative Trustee
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INDEX TO EXHIBITS
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EXHIBITS DESCRIPTION
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*4.1 Junior Subordinated Debt Securities Indenture, dated as of June 6, 1997, between
National City Corporation and The Bank of New York, as Debenture Trustee
*4.2 Certificate of Trust, dated May 29, 1997, of National City Capital Trust I
*4.3 Agreement of Trust, dated May 29, 1997, of National City Capital Trust I
*4.4 Amended and Restated Declaration of Trust, dated as of June 6, 1997, of National
City Capital Trust I
*4.5 Auction Agency Agreement, dated as of June 6, 1997, between National City
Corporation and The Bank at New York
*4.6 Remarketing Agreement, dated as of June 6, 1997, between National City Corporation
and UBS Securities LLC
*4.7 Form of Capital Security Certificate for National City Capital Trust I (included in
Exhibit 4.4)
*4.8 Form of Exchange Guarantee Agreement for the benefit of the holders of the Trust
Securities
*4.9 Form of Junior Subordinated Debt Security (included in Exhibit 4.1)
*4.10 Registration Agreement, dated as of June 6, 1997, among National City Corporation,
National City Capital Trust I and UBS Securities LLC
5.1 Opinion of Jones, Day, Reavis & Pogue as to validity of the Exchange Junior
Subordinated Debt Securities and the Exchange Guarantee to be issued by National
City Corporation
*5.2 Opinion of Potter Anderson & Corroon, special Delaware counsel, as to validity of
the Exchange Capital Securities to be issued by National City Capital Trust I
*8 Opinion of Cravath, Swaine & Moore as to certain federal income tax matters
*12 Statement re: Computation of Consolidated Ratio of Earnings to Fixed Charges
*23.1 Consent of Ernst & Young LLP
*23.2 Consent of Coopers & Lybrand LLP
23.3 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1)
*23.4 Consent of Potter Anderson & Corroon (included in Exhibit 5.2)
*23.5 Consent of Cravath, Swaine & Moore (included in Exhibit 8)
*24 Powers of Attorney
*25.1 Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under
the Junior Subordinated Debt Securities Indenture
*25.2 Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under
the Amended and Restated Declaration of Trust
*25.3 Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under
the Exchange Guarantee Agreement
*99.1 Form of Letter of Transmittal
*99.2 Form of Notice of Guaranteed Delivery
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* Previously filed.
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Exhibit 5.1
July 24, 1997
497470-009-061
1240:jkm
CLCORP01\238610_2
National City Corporation
1900 East Ninth Street
Cleveland, Ohio 44114-3484
National City Capital Trust I
c/o National City Corporation
1900 East Ninth Street
Cleveland, Ohio 44114-3484
Re: $500,000,000 Reset Asset Capital Securities
of National City Capital Trust I
-------------------------------------------
Ladies and Gentlemen:
We are acting as special counsel for National City Corporation, a
Delaware corporation and registered bank holding company (the "Company"), and
National City Capital Trust I, a Delaware business trust (the "Trust"), in
connection with the registration under the Securities Act of 1933 (the
"Securities Act") of (i) $500,000,000 aggregate Liquidation Amount of Reset
Asset Capital Securities, Liquidation Amount $1,000 per Reset Asset Capital
Security (the "Capital Securities") to be issued by the Trust, (ii) the
guarantee with respect to the Capital Securities (the "Guarantee") to be
executed and delivered by the Company, and (iii) $500,000,000 aggregate
principal amount of Junior Subordinated Debt Securities (the "Debt Securities")
of the Company to be issued pursuant to the Junior Subordinated Debt Securities
Indenture (the "Indenture"), dated as of June 6, 1997, between the Company and
Bank of New York, as Trustee (the "Trustee").
We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion, and based thereupon, but subject
to the assumptions and qualifications set forth below, we are of the opinion
that:
1. The Debt Securities have been duly authorized and, when duly
executed by authorized officers of the Company,
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National City Corporation
National City Capital Trust I
July 24, 1997
Page 2
authenticated by the Trustee and issued in accordance with the terms of such
Debt Securities, the Indenture and the Exchange Offer (as described in
Registration Statement (as defined below)), will be valid and binding
obligations of the Company, and will be entitled to the benefits of the
Indenture.
2. The Guarantee has been duly authorized and, when the Guarantee has
been duly executed and delivered by the Company and the Trustee and the Capital
Securities have been issued in accordance with the terms of the Exchange Offer,
the Guarantee will be a valid and binding obligation of the Company.
In rendering the foregoing opinions we have also assumed that the
definitive information, including, without limitation such information remaining
to be completed in the form of Guarantee relating to the Capital Securities as
filed as Exhibit 4.8 to the Registration Statement filed by the Company and the
Trust to effect registration of the Debt Securities under the Securities Act
(the "Registration Statement"), will be so completed and the Guarantee and Debt
Securities will be duly authorized by the Board of Directors of the Company or
its designee in such form with such completions.
We understand that you have received an opinion, dated as of July 22,
1997, regarding the Capital Securities from Potter Anderson & Corroon, special
Delaware counsel for the Company and the Trust. We are expressing no opinion
with respect to the matters contained in such opinion.
The opinions expressed herein are solely for the benefit of the
addressees hereof in connection with the transactions contemplated by the
Registration Statement and may not be relied on by such addressees for any other
purpose or in any manner or for any purpose by any other person or entity.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Validity of
Exchange Securities" in the Prospectus constituting part of the Registration
Statement. In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act.
Very truly yours,
/s/ Jones, Day, Reavis & Pogue
